BYLAWS
OF
SPORTS INFORMATION & PUBLISHING CORP.
ARTICLE I
Office
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The principal office of the Corporation in the State of Colorado shall be
located at 1869 West Littleton Boulevard, Littleton, Colorado 80120, and
thereafter at such location as the Board of Directors may determine.
The Corporation may have such other offices, either within or without the
State of Colorado, as the Board of Directors may determine or as the affairs of
the Corporation may require from time to time.
The Corporation shall have and continuously maintain in the State of
Colorado a registered office and a registered agent whose office is identical
with such registered office as required by the Colorado Business Corporation
Act.
ARTICLE II
Shareholders' Meetings
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Section 1. Annual Meetings.
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A. Time and Place.
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The Annual Meeting of the Shareholders of the Corporation, commencing
with the year of incorporation, shall be as determined by the Board of
Directors on a date not less frequent than once every 365 days. If said day
is a legal holiday, the meeting shall be held on the next succeeding day
not a legal holiday.
B. Purpose of Annual Meeting.
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The business to be transacted at such Annual Meeting shall be the
election of Directors and such other business as shall be properly brought
before the meeting.
C. Alternate Election Date.
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If the election of Directors shall not be held on the day designated
for the Annual Meeting, or at the designated date upon adjournment of such
meeting, the Board of Directors shall call a Special Meeting of the
Shareholders as soon as conveniently possible thereafter. At such meeting,
the election of Directors shall take place, and such election and any other
business transacted there at shall have the same force and effect as at an
Annual Meeting duly called and held.
D. Notice.
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Written notice at the address last shown on the books of the
Corporation stating the place, day and hour of the meeting, and in the case
of a Special Meeting the purpose for which the meeting is called, shall be
delivered not less than 10 days nor more than 50 days before the date of
the meeting, either personally or by mail at the direction of the
President, Secretary or other officer or person calling the meeting; except
that if the authorized shares of the Corporation are to be increased, at
least 30 days notice shall be given.
Section 2. Special Meetings.
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Special Meetings of the Shareholders may be called by the President, Board
of Directors or by the holders of at least 20% of the stock entitled to vote at
such meeting.
Section 3. Waiver of Notice.
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A Shareholder may waive the notice of meeting by attendance, either in
person or by proxy, at the meeting, or by so stating in writing either before or
after such meeting. Attendance at a meeting for the express purpose of objecting
that the meeting was not lawfully called or convened shall not, however,
constitute a waiver of notice. Except where otherwise required by law, notice
need not be given of any adjourned meeting of the Shareholders.
Section 4. Quorum.
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The holders of record of at least a majority of the shares of the stock of
the Corporation, issued and outstanding and entitled to vote, present in person
or by proxy, shall, except as otherwise provided by law or by these Bylaws,
constitute a quorum at all meetings of the Stockholders; if there be no such
quorum, the holders of a majority of such shares so present or represented may
adjourn the meeting from time to time until a quorum shall have been obtained
and, except as otherwise provided by law, no notice of any such adjourned
meeting need be given if the time and place to which the meeting is adjourned
are announced at the meeting so adjourned.
Section 5. Closing of Transfer Books; Record Date.
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In order to determine the Shareholders of record of the Corporation's stock
who are entitled to notice of meetings, to vote at a meeting or adjournment
thereof, and to receive payment of any dividend, or to make a determination of
the Shareholders of record for any other proper purpose, the Board of Directors
of the Corporation may order that the Stock Transfer Books be closed for a
period not to exceed 50 days. If the purpose of such closing is to determine who
is entitled to notice of a meeting and to vote at such meeting, the Stock
Transfer Books shall be closed for at least ten days preceding such meeting.
A. Record Date.
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In lieu of closing the Stock Transfer Books, the Board of Directors
may fix a date as the record date for such determination of Shareholders,
such date in any case to be not more than 50 days prior to the date of
action which requires such determination, nor in the case of a
Shareholders' meeting, not less than ten days in advance of such meeting.
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B. Alternate Record Date.
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If the Stock Transfer Books are not closed and no record date is fixed
for such determination of the Shareholders of record, the date on which
notice of the meeting is mailed or on which the resolution of the Board of
Directors declaring a dividend is adopted, as the case may be, shall be the
record date for such determination of Stockholders.
C. Adjournment.
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When a determination of Stockholders entitled to vote at any meeting
has been made, as provided in this Section, such determination shall apply
to any adjournment of such meeting.
Section 6. Presiding Officer.
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Meetings of the Stockholders shall be presided over by the President.
Section 7. Proxies.
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At all meetings of Stockholders, a Stockholder may vote by proxy executed
in writing by the Stockholder or the Stockholder's duly authorized
attorney-in-fact. Such proxies shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
11 months from the date of its execution, unless otherwise provided in the
proxy.
Section 8. Voting of Shares by Stockholders.
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A. Neither treasury shares, nor shares of its own stock held by the
Corporation in a fiduciary capacity, nor shares held by another corporation
if a majority of the shares entitled to vote for the election of directors
of such other corporation is held by this Corporation, shall be voted at
any meeting or counted in determining the total number of outstanding
shares at any given time.
B. At each meeting of the Stockholders, except as otherwise provided
by law or by the Articles of Incorporation, every holder of record of stock
entitled to vote shall be entitled to one vote for each share of stock
standing in his name on the books of the Corporation. Elections of
directors shall be determined by a plurality of the votes cast, and except
as otherwise provided by law, the Articles of Incorporation, or these
Bylaws, all other actions shall be determined by a majority of the votes
cast at such meeting. Each proxy to vote shall be in writing and signed by
the Stockholder or by his duly authorized attorney and shall not be voted
or acted upon after eleven (11) months from the date of its execution,
unless such proxy expressly provides for a longer period.
C. At all elections of directors, the voting shall be by ballot or in
such other manner as may be determined by the Stockholders present in
person or by proxy entitled to vote at such election. With respect to any
other matter presented to the Stockholders for their consideration at a
meeting, any Stockholder entitled to vote may, on any question, demand a
vote by ballot. The cumulative system of voting for the election of
directors or for any other purpose shall not be allowed.
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D. A complete list of the Stockholders entitled to vote at each such
meeting, arranged in alphabetical order, with the address of each, and the
number of shares registered in the name of each Stockholder, shall be
prepared by the Secretary and shall be open to the examination of any
Stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any Stockholder who is present.
E. The Board of Directors in advance of any meeting of Stockholders
may appoint one or more inspectors of election to act at that meeting or
any adjournment thereof. If inspectors of election are not so appointed,
the Chairman of the meeting may, and on the request of any Stockholder
entitled to vote shall, appoint one or more inspectors of election. Each
inspector of election, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector
of election at such meeting with strict impartiality and according to the
best of his ability. If appointed, inspectors of election shall take charge
of the polls and, when the vote is completed, shall make a certificate of
the result of the vote taken and of such other facts as may be required by
law.
Section 9. Informal Action by Stockholders.
--------------------------------
Any action required to be taken at a meeting of the Stockholders or any
other action which may be taken at a meeting of the Stockholders may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the Stockholders entitled to vote with respect to the
subject matter thereof. Such consent shall have the same force and effect as a
unanimous vote of the Stockholders and may be stated as such in any documents
filed with the Secretary of State of Colorado under the Colorado Business
Corporation Act.
Section 10. Presumption of Assent.
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A Stockholder of the Corporation who is present at a meeting of the
Stockholders at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless such Stockholder's dissent shall be
entered in the Minutes of the meeting or unless such Stockholder shall have
filed written dissent to such action with the person acting as the Secretary of
the meeting before the adjournment thereof or shall forward such dissent by
certified mail to the Secretary of the Corporation immediately following the
adjournment of the meeting. Such right to dissent shall not apply to a
Stockholder who voted in favor of such action.
ARTICLE III
Directors
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Section 1. Number.
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The property, affairs and business of the Corporation shall be managed by a
Board of Directors of not less than two (2) persons as shall be fixed by the
Board of Directors. Except as hereinafter provided, Directors shall be elected
at the Annual Meeting of the Stockholders and each Director shall serve until
the next annual meeting of shareholders or his resignation or removal and until
his successor shall be elected and qualify.
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Section 2. Increase in Numbers.
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The number of Directors may be increased or decreased from time to time by
a majority vote of the whole Board of Directors, provided however, that no vote
to decrease the number of Directors shall have the effect of shortening the term
of any incumbent Director.
Section 3. Qualification.
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Directors need not be Stockholders of the Corporation.
Section 4. Quorum.
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A majority of the Directors in office shall be necessary to constitute a
quorum for the transaction of business. If at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of those present
may adjourn the meeting without further notice, from time to time, until a
quorum shall have been obtained.
Section 5. Vacancies.
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Any Director may resign at any time by giving written notice to the
President or to the Secretary of the Corporation. Such resignation shall take
effect at the time specified therein except such resignations shall not be
submitted effective retroactively. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. Any
vacancy occurring in the Board of Directors may be filled by the affirmative
vote of the Stockholders, or by the remaining Directors, though less than a
quorum, or by a sole remaining Director. A Director elected to fill a vacancy
shall be elected for the unexpired term of such Director's predecessor in
office. Any vacancy may be filled by the affirmative vote of Directors then in
office or by an election at an Annual Meeting or at a Special Meeting of
Stockholders called for that purpose, and a Director so chosen shall hold office
until the next Annual meeting of Stockholders and thereafter until such
Director's successor shall have been elected and qualified.
Section 6. Meetings.
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Regular meetings of the Board of Directors shall be held at such times as
are fixed from time to time by resolution of the Board. Special Meetings may be
held at any time upon call of the President, or a majority of Directors serving
as members of the Board of Directors. A meeting of the Board of Directors shall
be held without notice immediately following the Annual Meeting of the
Stockholders. Notice need not be given of regular meetings of the Board of
Directors held at any time without notice if all the Directors are present, or
if before the meeting those not present waive such notice in writing. Notice of
a meeting of the Board of Directors need not state the purpose of or the
business to be transacted at such meeting.
Section 7. Presumption of Assent.
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A Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless such Director's dissent shall be
entered in the Minutes of the meeting or unless such Director shall have filed
written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof or shall forward such dissent by
certified mail to the Secretary of the Corporation immediately following the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.
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Section 8. Removal.
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At any meeting of Stockholders, any Director or Directors may be removed
from office, without assignment of any reason therefore, by a requisite majority
of the Stockholders. When any Director or Directors are removed, new Directors
may be elected at the same meeting of Stockholders for the unexpired term of the
Director or Directors to be removed. If the Stockholders fail to elect persons
to fill the unexpired term or terms of the Director or Directors removed, such
unexpired terms shall be considered vacancies on the Board to be filled by the
remaining Directors.
Section 9. Informal Action by Directors.
-----------------------------
Any action required to be taken at a meeting of the Board of Directors or
any other action which may be taken at a meeting of the Board of Directors may
be taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors entitled to vote with respect to
the subject matter thereof. Such consent shall have the same force and effect as
a unanimous vote of the Directors and may be stated as such in any documents
filed with the Secretary of State of Colorado under the Colorado Business
Corporation Act.
Section 10. Compensation.
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Directors and members of any committee of the Board of Directors shall be
entitled to such reasonable compensation for their services as Directors and
members of any such committee as shall be fixed from time to time by resolution
of the Board of Directors, and shall also be entitled to reimbursement for any
reasonable expenses incurred in attending such meetings. The compensation of
Directors may be on such basis as is determined in the resolution of the Board
of Directors. Any Directors receiving compensation under these provisions shall
not be barred from serving the Corporation in any other capacity and receiving
reasonable compensation for such other services.
Section 11. Committees.
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The Board of Directors, by a resolution or resolutions adopted by a
majority of the members of the whole Board, may appoint an executive committee
and such other committees as it may deem appropriate. Each such committee shall
consist of at least two members of the Board of Directors. Each committee shall
have and may exercise such powers as shall be conferred or authorized by the
resolution appointing it and as otherwise provided by Colorado law. A majority
of any such committee may determine its action and may fix the time and place of
its meetings, unless provided otherwise by the Board of Directors. The Board of
Directors shall have the power at any time to fill vacancies in, to change the
size of membership of and to discharge any such committee.
A. Committee to Keep Written Records.
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Each such committee shall keep a written record of its acts and
proceedings and shall submit such record to the Board of Directors at each
regular meeting thereof and at such other times as requested by the Board
of Directors.
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B. Failure to Keep Written Records.
--------------------------------
Failure to submit such records, or failure of the Board to approve any
action indicated therein will not, however, invalidate such action to the
extent it has been carried out by the Corporation prior to the time the
record of such action was, or should have been, submitted to the Board of
Directors as herein provided.
Section 12. Director Voting.
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At all meetings of the Board of Directors, each Director present shall have
one vote, irrespective of the number of shares of stock, if any, which such
Director may hold.
Section 13. Majority.
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The action of a majority of the Directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors with respect to
regularly conducted business affairs. Any action authorized, in writing, by all
of the Directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act of the Board of Directors with the same force and
effect as if the same had been passed by unanimous vote at a duly called meeting
of the Board.
Section 14. Board and Committee Meeting by Telephone.
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Any one or more (including, without limitation, all) members of the Board
of Directors, or any committee thereof, may participate in a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
ARTICLE IV
Officers
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Section 1. Election and Term of Office.
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The Officers of the Corporation shall be elected by the Board of Directors
annually at the first meeting of the Board held after each Annual Meeting of the
Stockholders. If the election of the Officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may occur. Each
Officer shall hold office until the first of the following to occur: until such
Officer's successor shall have been duly elected and shall have qualified; or
until such Officer's death; or until such Officer shall resign; or until such
Officer shall have been removed in the manner herein provided. The Officers of
the Corporation shall be a President, Secretary, Treasurer and one (1) or more
Vice-Presidents, Assistant Secretaries or Assistant Treasurers, at the
discretion of the Board of Directors. In addition, there may be a Chairman of
the Board of Directors and such subordinate Officers as the Board of Directors
may deem necessary.
Section 2. Removal.
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Any Officer or agent or employee of the Corporation may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of any Officer or agent shall not of itself create contract rights.
Section 3. Vacancies.
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Any vacancy in an office from any cause may be filled for the unexpired
portion of the term by the Board of Directors.
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Section 4. Chairman of the Board - Chief Executive Officer.
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The Chairman of the Board shall be the chief executive officer of the
Corporation and shall preside at all meetings of the Board of Directors and of
the Stockholders at which he is present. He shall have general charge of the
business and affairs of the Corporation, may execute in the name of the
Corporation authorized corporate obligations or other instruments, shall perform
such other duties as may be prescribed by the Board of Directors from time to
time, and, in the absence or disability of the President, shall exercise all of
the powers and duties of the President. In the absence or disability of the
Chairman of the Board, the President shall exercise all the powers and duties of
the Chairman of the Board. In addition, the President shall perform such duties
as may be prescribed by the Board of Directors from time to time or as may from
time to time be prescribed by the Chairman of the Board.
Section 5. President.
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The President shall be the chief operating officer of the Corporation and,
in the absence or disability of the Chairman of the Board, he shall exercise all
of the powers and duties of the Chairman of the Board. He shall have general and
active supervision of the operations of the Corporation and shall, from time to
time, make such reports of the Chairman of the Board may require. He shall have
the general powers and duties of supervision usually vested in the office of the
president of a corporation and shall have such other powers and duties as may,
from time to time, be assigned to him by the Board of Directors or the Chairman
of the Board.
The President shall execute all deeds, conveyances, deeds of trust, bonds
and other contracts requiring a seal, under the seal of the Corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some Officer or agent of the Corporation.
Section 6. Duties of Secretary. The Secretary shall:
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A. Keep the minutes of the meeting of the Stockholders and of the
Board of Directors in books provided for that purpose.
B. Disseminate all notices in accordance with the provisions of these
Bylaws or as required by law.
Section 7. Duties of Treasurer - Chief Financial Officer.
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The Treasurer - Chief Financial Officer shall have the care and custody of
the corporate funds and securities, sign checks, drafts, notes and orders for
the payment of money, pay out and disburse the funds of the Corporation as may
be ordered by the Board, taking proper vouchers for such payments and
disbursements, deposit all monies and securities belonging to the Corporation
and, in general, perform such other duties as are customarily performed by the
Treasurer - Chief Financial Officer.
The Treasurer shall:
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A. Have charge and custody of, and be responsible for, all funds and
securities of the Corporation.
B. Render a statement of the condition of the finances of the
Corporation from time to time and at the specific request of the Board of
Directors.
C. Receive and give receipts for monies due and payable to the
Corporation from any source whatsoever.
D. Perform all duties incident to the office of Treasurer, and such
other duties as from time to time may be assigned by the Board of Directors
or by the President. The Treasurer may be required to give bond for the
faithful performance of Treasurer's duties in such sum and with such surety
as may be determined by the Board of Directors.
Section 8. Duties of Vice-President.
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The Vice-President(s), if appointed in the discretion of the Board of
Directors, shall perform such duties as are incident to their offices, or are
properly required of them by the Board of Directors or are assigned to them by
the Articles of Incorporation or these Bylaws.
Section 9. Duties of Assistant Secretaries, Assistant Treasurers and Other
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Subordinate Officers.
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Assistant Secretaries, Assistant Treasurers, and other subordinate Officers
appointed by the Board of Directors shall exercise such powers and perform such
duties as may be delegated to them by the resolutions appointing them, or by
subsequent resolutions adopted from time to time.
Section 10. Duties of Officers May Be Delegated.
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In case of the absence or disability of any officer of the Corporation, or
for any other reason that the Board may deem sufficient, the Board may delegate,
for the time being, the powers or duties, or any of them, of such officer to any
other officer, or to any director.
Section 11. Salaries.
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The salaries of all Officers of the Corporation shall be fixed by the Board
of Directors. No Officer shall be ineligible to receive such salary by reason of
the fact that he is also a Director of the Corporation and receiving
compensation therefore.
Section 12. Checks and Endorsements.
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All checks and drafts upon the funds to the credit of the Corporation in
any of its depositories shall be signed by such of its Officers or agents as
shall from time to time be determined by resolution of the Board of Directors
which may provide for the use of signatures under specific conditions, and all
notes, bills, receivables, trade acceptances, drafts and other evidences of
indebtedness payable to the Corporation shall, for the purpose of deposit,
discount, or collection be endorsed by such Officers or agents of the
Corporation or in such manner as shall from time to time be determined by
resolution of the Board of Directors.
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ARTICLE V
Stock
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Section 1. Certificates.
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The shares of stock shall be represented by consecutively numbered
certificates signed in the name of the Corporation by its President and the
Secretary and shall be sealed with the seal of the Corporation, or with a
facsimile thereof. The signatures of the Corporation's Officers on such
certificate may also be a facsimile engraved or printed if the certificate is
countersigned by the transfer agent, or registered by a registrar. In the event
any Officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such before the certificate is issued,
it may be issued by the Corporation with the same effect as if such Officer had
not ceased to be an officer at the date of its issue. Certificates of stock
shall be in such form consistent with law as shall be prescribed by the Board of
Directors. No certificate shall be issued until the shares represented thereby
are fully paid.
Section 2. Consideration for Shares.
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Shares shall be issued for such consideration, expressed in dollars as
shall be fixed from time to time by the Board of Directors. Treasury shares
shall be disposed of for such consideration expressed in dollars as may be fixed
from time to time by the Board. Such consideration may consist in whole or in
part of money, other property, tangible or intangible, or such other
consideration as shall be permitted under the Colorado Business Corporation Act.
Section 3. Lost, Destroyed or Stolen Certificates.
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No certificates for shares of stock in the Corporation shall be issued in
place of any certificate alleged to have been lost, destroyed or stolen except
on production of evidence satisfactory to the Board of Directors of such loss,
destruction or theft; and if the Board of Directors so requires, upon the
furnishing of an indemnity bond in such amount and with such terms and such
surety as the Board of Directors may, in its discretion, require.
Section 4. Transfer of Shares.
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A. Upon surrender to the Corporation of a certificate of stock duly
endorsed or accompanied by proper evidence of succession, assignment, or
authority to transfer, it shall be the duty of the Corporation to issue a
new certificate to the person entitled thereto, and cancel the old
certificate. Every such transfer of stock shall be entered on the stock
book of the Corporation which shall be kept either at the offices of the
Corporation's legal counsel, at the Corporation's principal office or by
its registered duly appointed agent.
B. The Corporation shall be entitled to treat the holder of record of
any share of stock as the holder in fact thereof, and, accordingly, shall
not be bound to recognize any equitable or other claim to interest in such
share on the part of any other person whether or not it shall have express
or other notice thereof, except as may be required by the laws of the State
of Colorado.
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Section 5. Record Dates.
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The Board of Directors may fix in advance a date, not less than ten (10) or
more than fifty (50) days preceding the date of any meeting of stockholders or
the date for the payment of any dividend, or the date for the distribution or
allotment of rights, or the date when any change, conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
Stockholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend, or to receive any distribution
or allotment of such rights, or to exercise the rights in respect of any such
change, conversion or exchange or capital stock, and in such case only such
Stockholders as shall be Stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting, or to receive payment
of such dividend, or to receive such distribution or allotment of rights, or to
exercise any stock on the books of the Corporation after any such record date
fixed as aforesaid.
Section 6. Voting on Stock.
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All stock owned by the Corporation, other than stock of the Corporation,
shall be voted, in person or by proxy, by the Chairman of the Board, the
President or any Vice President of the Corporation on behalf of the Corporation
upon resolution and approval by the board.
ARTICLE VI
Contracts, Loans, Checks and Deposits
-------------------------------------
Section 1. Contracts.
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The Board of Directors may authorize any officer or agent to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the Corporation, and such authority may be general or confined to specific
instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
Section 3. Checks, Drafts, etc.
--------------------
All checks, drafts, or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Corporation shall be
signed by such officer or agent of the Corporation and in such manner as shall
from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits.
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The money of the Corporation shall be deposited in the name of the
Corporation in such banks, trust companies, or other depositories, as the Board
of Directors may designate and shall be subject to the order of the Corporation
signed by such officer or agent of the Corporation, and in such manner as shall
from time to time be determined by resolution of the Board of Directors.
ARTICLE VII
Corporate Seal
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The corporate seal of the Corporation shall consist of a circular imprint
bearing around the outside rim the name of the Corporation and the word
"Colorado" and in the center shall be inscribed the word "Seal".
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ARTICLE VIII
Amendment of Bylaws
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Section 1. By Shareholders.
----------------
All Bylaws of the Corporation shall be subject to alteration or repeal and
new Bylaws may be made by the requisite vote of Stockholders, a quorum being
present in person or by proxy, provided that the notice or waiver of notice of
such meeting shall have summarized or set forth in full therein the proposed
amendment.
Section 2. By Directors.
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The Board of Directors shall have power to make, adopt, later, amend or
repeal, from time to time, these Bylaws of the Corporation.
ARTICLE IX
Fiscal Year
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The fiscal year end of the Corporation shall be as determined by the Board
of Directors.
ARTICLE X
Approval
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The undersigned hereby certifies that the foregoing Bylaws constitute a
true and complete copy of the Bylaws of SPORTS INFORMATION & PUBLISHING CORP.
and the same have been approved, ratified and accepted by the Board of Directors
as the Bylaws of the Corporation.
Dated: March 1, 2001 /s/ Michael D. Tanner
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Michael D. Tanner, President
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